TORONTO--(BUSINESS WIRE)--May 13, 2026--
Rupert Resources Ltd (TSX: RUP, OTCQX: RUPRF, FSE:R05) ("Rupert" or the "Company") announced today that it has filed and is in the process of mailing its management information circular (the "Circular") and related materials for the special meeting (the "Meeting") of holders ("Shareholders") of its common shares (the "Shares"), the holders ("Optionholders") of options to purchase Shares ("Options"), the holders ("DSU Holders") of its deferred share units ("DSUs"), the holders ("PSU Holders") of its performance share units ("PSUs") and the holders ("RSU Holders" and, collectively with the Shareholders, Optionholders, DSU Holders and PSU Holders, the "Securityholders") of its restricted share units ("RSUs" and, collectively with the Shares, Options, DSUs and PSUs, the "Securities") to be held to approve the previously announced plan of arrangement (the "Arrangement") pursuant to which, among other things, Agnico Eagle Mines Limited (NYSE: AEM, TSX: AEM) ("Agnico Eagle") will acquire all of the issued and outstanding Shares that it does not already own. All dollar amounts in this news release are stated in Canadian dollars.
The Consideration
Pursuant to the Arrangement, each Share will be exchanged for: (i) upfront consideration of 0.0401 of a common share of Agnico Eagle (the "Share Consideration"); and (ii) contingent consideration of up to $3.00, in the form of a contingent value right (a "CVR", and together with the Share Consideration, the "Consideration"), that is payable in cash upon certain milestones being achieved over the 10 year term of the CVR, all as more particularly described in the Circular.
Unanimous Board Recommendation
The Board of Directors of Rupert (the "Board") (with Agnico Eagle's nominee director recusing herself), after careful consideration and having received the unanimous recommendation of the special committee of the Board comprised of independent directors (the "Special Committee") and advice from Rupert's legal and financial advisors, the Formal Valuation and the Fairness Opinions (each as defined below), unanimously recommends that Securityholders vote FOR the Arrangement.
Reasons for the Recommendation
In reaching the conclusion to recommend that Securityholders vote FOR the Arrangement, the Board (with Agnico Eagle's nominee director recusing herself), on the recommendation of the Special Committee, with the assistance of its outside legal and financial advisors, carefully reviewed, considered and relied upon a number of factors, including, among others, the following:
-- Significant Premium to Market Price. The Share Consideration represents
a significant and attractive premium of approximately 67% to the closing
price of the Shares on the Toronto Stock Exchange as of April 17, 2026,
being the last trading day prior to the date of the arrangement agreement
entered into by the Company and Agnico Eagle (the "Arrangement
Agreement").
-- Ability to Participate in Future Potential Growth of Agnico Eagle while
Retaining Exposure to Rupert's Properties. By receiving the Share
Consideration and a CVR, Shareholders will have an opportunity to retain
exposure to the mining rights 100% owned by the Company as of the date of
the Arrangement Agreement (the "Acquired Property"), including the
prospect of additional upside through the CVR if the CVR payment
conditions are achieved, while gaining exposure to Agnico Eagle, a
top-tier senior gold producer, offering enhanced scale and exposure to a
diversified portfolio of high-quality operating mines and development
projects.
-- De-risking. The business, operations, assets, financial condition,
operating results and prospects of the Company are subject to significant
uncertainty, including risks associated with the Company's dependency on
the development of the Company's 100% owned Ikkari gold deposit situated
within the Rupert Lapland Project Area in the Central Lapland Greenstone
Belt in northern Finland (the "Ikkari Project") for its future operating
revenue. The Board believes that the Consideration is more favourable to
Shareholders than continuing with the Company's current business plan,
including the inherent risks associated with ownership of a single-asset,
exploration stage mining company, after taking into account the potential
for such business plan to realize equivalent value through the continued
exploration and potential development of the Ikkari Project.
-- Agnico Eagle ideally positioned to advance the Company's property. With
Agnico Eagle's established presence in Finland via its Kittilä mine,
access to capital, extensive regional infrastructure and resources,
Agnico Eagle is ideally positioned to optimize and advance the Ikkari
Project and is positioned to deliver value and certainty to all Company
stakeholders.
-- Origin Formal Valuation and Fairness Opinion. Origin Merchant Partners
("Origin"), the Special Committee's financial advisor and independent
valuator, has delivered to the Special Committee and the Board a
valuation (the "Formal Valuation") concluding that, as of April 17, 2026
and based upon and subject to the analyses, assumptions, limitations and
qualifications set forth in the Formal Valuation, the fair market value
of the Shares was in the range of $9.00 to $12.50 per Share and the fair
market value of the CVRs was in the range of $0.40 to $0.90 per CVR. The
Consideration being offered to Shareholders (other than Agnico Eagle and
its affiliates) under the Arrangement is at the top of end of Origin's
valuation range. In addition, Origin delivered to the Special Committee
and the Board a fairness opinion (the "Origin Fairness Opinion")
providing that, as of April 17, 2026 and based upon and subject to
various assumptions, limitations, qualifications and other matters set
forth in the Origin Fairness Opinion, the Consideration to be received by
Shareholders (other than Agnico Eagle and its affiliates) under the
Arrangement was fair, from a financial point of view, to such
Shareholders.
-- Additional Fairness Opinion. BMO Nesbitt Burns Inc., the Company's
financial advisor, also delivered to the Special Committee and the Board
a fairness opinion (the "BMO Fairness Opinion" and together with the
Origin Fairness Opinion, the "Fairness Opinions") providing that, as of
April 17, 2026, and based upon and subject to various assumptions,
limitations, qualifications and other matters set forth in the BMO
Fairness Opinion, the Consideration to be received by Shareholders (other
than Agnico Eagle and its affiliates) under the Arrangement was fair,
from a financial point of view, to such Shareholders.
-- Support of all Directors and Senior Officers and certain shareholders
of the Company. Agnico Eagle has entered into a voting support agreement
with each of the directors and senior officers of Rupert (other than
Agnico Eagle's nominee director) and certain significant shareholders,
collectively representing approximately 28.75% of the issued and
outstanding Shares (on a non-diluted basis).
A full description of the factors considered by the Special Committee and the Board is included in the Circular under the heading "The Arrangement -- Reasons for the Recommendations".
Meeting Information and Circular
The Meeting is scheduled to be held virtually via live audio webcast available online at meetnow.global/MQNJC67 on June 9, 2026 at 10:30 a.m. (Toronto Time). The Board has fixed the close of business (Toronto Time) on May 1, 2026 as the record date (the "Record Date") for the determination of Securityholders entitled to receive notice of and to vote at the Meeting and any postponement or adjournment of the Meeting.
In order to proceed, the Arrangement must be approved by not less than (i) 662/3% of the votes cast by Shareholders, voting as a separate class, present in person or represented by proxy and entitled to vote at the Meeting; (ii) 662/3% of the votes cast by Securityholders, voting as a single class with one vote for each Share, Option, DSU, PSU and RSU held, present in person or represented by proxy and entitled to vote at the Meeting; and (iii) a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes cast by Agnico Eagle and its affiliates.
The Arrangement is also subject to a number of conditions other than Securityholder approval, which are described in the Circular. These conditions must be satisfied or waived for the completion of the Arrangement to occur. As a result, even if the Arrangement is approved by Securityholders at the Meeting, there is no assurance that the Arrangement will ultimately be completed (or as to the timing of completion). If all of the conditions to completion of the Arrangement are satisfied or waived, we currently anticipate that closing will occur by the end of June 2026.
The Circular provides important information on the Arrangement as well as related matters, including voting procedures, how to attend the virtual Meeting and instructions for Securityholders unable to attend the Meeting. Securityholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is available under Rupert's issuer profile on SEDAR+ at www.sedarplus.ca and on Rupert's website at www.rupertresources.com/special-meeting/.
Vote Today FOR the Arrangement
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May 13, 2026 06:00 ET (10:00 GMT)
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